<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
HMI INDUSTRIES INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
404 238 107
---------------------------------------------
(CUSIP Number)
John Macdonald
Macdonald- Porter- Drees
65 Queen Street West 17th Floor
Toronto, Ontario M5H 2M5
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 15, 1999
---------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of secs. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See sec.240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
This Document contains 11 Pages.
<PAGE> 2
CUSIP NO. 404 238 107 SCHEDULE 13D PAGE 2 OF 11 PAGES
----------- --- ----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steeplechase Corp.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario Canada
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,704,750
---------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
-0-
OWNED BY
---------------------------------------------
EACH 9 Sole Dispositive Power
REPORTING 1,704,750
---------------------------------------------
PERSON 10 Shared Dispositive Power
-0-
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,704,750
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE> 3
CUSIP NO. 404 238 107 SCHEDULE 13D PAGE 3 OF 11 PAGES
----------- --- --
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fairway Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 150,750
--------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
-0-
OWNED BY
--------------------------------------------
EACH 9 Sole Dispositive Power
REPORTING 150,750
--------------------------------------------
PERSON 10 Shared Dispositive Power
-0-
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
150,750
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE> 4
CUSIP NO. 404 238 107 SCHEDULE 13D PAGE 4 OF 11 PAGES
----------- --- --
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Reldeen Ltd.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario Canada
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,500
------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
-0-
OWNED BY
------------------------------------------------
EACH 9 Sole Dispositive Power
REPORTING 4,500
------------------------------------------------
PERSON 10 Shared Dispositive Power
-0-
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE> 5
AMENDMENT NO. 5
TO
SCHEDULE 13D
The Statement on Schedule 13D originally filed with the
Securities and Exchange Commission on December 24, 1985 by Fairway Heights
Investments Ltd. ("FHIL") and Filter Queen Ltd. ("Filter Queen), with respect to
the shares of Common Stock, $1.00 par value ("Shares"), of HMI Industries Inc.
(formerly Health-Mor Inc.), a Delaware corporation (the "Issuer"), as amended,
is hereby further amended as follows:
ITEM 1. SECURITY AND ISSUER.
--------------------
[Item 1 is amended to read in its entirety as follows:]
This statement relates to the Shares of the Issuer. The
address of the Issuer's principal executive office is 3631 Perkins Avenue,
Cleveland, Ohio 44114.
Item 2. Identity and Background.
------------------------
[Item 2 is amended to read in its entirety as follows:]
This statement is filed by Steeplechase Corp.
("Steeplechase"), an Ontario corporation, Fairway Inc. ("Fairway"), a Delaware
corporation, and Reldeen Ltd. ("Reldeen"), an Ontario corporation (collectively
the "Reporting Companies"). Reldeen, Steeplechase and Fairway are successors by
a series of business combination or similar transactions to the shareholdings of
FHIL and Filter Queen. Each of the Reporting Companies is controlled by Barry L.
Needler by virtue of (i) his direct or indirect ownership of more than 50% of
the outstanding equity securities of each Reporting Company and (ii) his
position as sole director and Chief Executive Officer of each Reporting Company.
The address of each of the Reporting Companies is P.O. Box 2463, Station B,
Richmond Hill, Ontario L4E 1A5
Item 2 information with respect to the directors and executive
officers of Reporting Companies is contained in Attachment A hereto, which is
incorporated herein by this reference. The Reporting Companies and its executive
officers and directors are sometimes hereinafter collectively referred to as the
"Reporting Persons."
During the last five years, none of the Reporting Persons has
(i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a part to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws. Each
of the individual Reporting Persons is a citizen of the Country indicated on
Exhibit A.
Page 5 of 11 Pages
<PAGE> 6
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
--------------------------------------------------
[Item 3 is amended in its entirety to read as follows:]
The Reporting Companies or their predecessors interest have
used a total of $13,097,622 to acquire their Shares. The source of the funds was
the Reporting Companies and their predecessors working capital. At the time of
the purchases, the working capital of one or more of the predecessors of the
Reporting Companies included funds borrowed from commercial banks under lines of
credit.
ITEM 4. PURPOSE OF TRANSACTION.
-----------------------
[Item 4 is amended to read in its entirety as follows:]
The predecessors of the Reporting Companies originally
purchased their Shares as an investment and expected that their ownership of
Shares would allow greater cooperation between the Issuer's vacuum cleaner
division and the Reporting Companies. The Reporting Companies are represented on
the Issuer's Board of Directors by Barry Needler, a director and officer of each
of the Reporting Companies. The Reporting Companies have decided to explore the
possibility of selling all of the Shares that they own. There can be no
assurance that any such sale will take place. In the event that such a sale is
completed, the Reporting Companies' representative on the Issuer's Board of
Directors expects to resign from the Board.
Except as described in this statement, the Reporting Persons
do not have any present plans or proposals that relate to or would result in:
(i) the acquisition of additional securities or the disposition of securities of
the Issuer; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(iii) a sale of transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (iv) any change in the present Board of Directors or
management of the Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the Board; (v) any
material change in the present capitalization or dividend policy of the Issuer;
(vi) any other material change in the Issuer's business or corporate structure;
(vii) changes in the Issuer's Articles of Incorporation, Bylaws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person; (viii) causing a class of securities of the
Issuer to be delisted from a national securities exchange; (ix) a class of
equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (x) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
--------------------------------
The following table lists the Shares beneficially owned by
each of the Reporting Companies:
Page 6 of 11 Pages
<PAGE> 7
<TABLE>
<CAPTION>
NAME NUMBER OF SHARES PERCENTAGE (1)
---- ---------------- --------------
<S> <C> <C>
Steeplechase 1,704,750 32.2%
Fairway 150,750 2.9%
Reldeen 4,500 0.1%
<FN>
- ----------------------
(1) Based upon the number of Shares identified as outstanding in the
Company's Form 10-Q for the quarter ended March 31, 1999 (5,286,353).
</TABLE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
------------------------------------
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
---------------------------------
1. Agreement of Purchase and Sale dated as of December 10, 1985 between
American National Bank and Trust Company of Chicago and Fairway Heights
Investments Ltd. (previously filed).
2. Agreement of Purchase and Sale dated as of December 10, 1985 between
American National Bank and Trust Company of Chicago and Fairway Heights
Investments Ltd. (previously filed).
3. Agreement of Purchase and Sale dated as of December 10, 1985 between
American National Bank and Trust Company of Chicago and Fairway Heights
Investments Ltd. (previously filed).
4. Agreement of Purchase and Sale dated as of December 26, 1985 between
Chicago Title and Trust Company and Fairway Heights Investments Ltd. (previously
filed).
5. Agreement of Purchase and Sale dated as of February 14, 1986 between
Anne M. Baker and Fairway Heights Investments Ltd. (previously filed).
6. Agreement of Purchase and Sale dated as of February 14, 1986 between
American National Bank and Trust Company of Chicago and Anne M. Baker,
Co-Trustees, and Fairway Heights Investments Ltd. (previously filed).
7. Agreement dated March 19, 1986 between Fairway Heights Investments
Ltd. and the Bistricer-Stein Group. (previously filed).
Page 7 of 11 Pages
<PAGE> 8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATED: July 15, 1999
STEEPLECHASE CORP.
By: /s/ Barry Needler
RELDEEN LTD.
By: /s/ Barry Needler
FAIRWAY INC.
By: /s/ Barry Needler
Page 8 of 11 Pages
<PAGE> 9
EXHIBIT A
DIRECTORS AND EXECUTIVE OFFICERS OF
STEEPLECHASE CORP.
<TABLE>
<CAPTION>
RELATIONSHIP WITH STEEPLECHASE
NAME AND ADDRESS AND PRESENT PRINCIPAL OCCUPATION CITIZENSHIP
---------------- -------------------------------- -----------
<S> <C> <C>
Barry Needler Private Investor; President and sole director of each Canada
P.O. Box 2463, Station B of the Reporting Companies.
Richmond Hill, Ontario L4E 1A5
Louise Needler Treasurer of Steeplechase and Vice President of Canada
P.O. Box 2463, Station B Fairway.
Richmond Hill, Ontario L4E 1A5
John W. Macdonald Partner in law firm of Macdonald- Porter- Drees; Canada
Macdonald-Porter-Drees Secretary of each of the Reporting Companies.
65 Queen Street West
17th Floor
Toronto, Ontario MSH 2M5
</TABLE>
Page 9 of 11 Pages
<PAGE> 10
EXHIBIT A (CONT'D)
DIRECTORS AND EXECUTIVE OFFICERS
OF
FAIRWAY
<TABLE>
<CAPTION>
RELATIONSHIP WITH FAIRWAY
NAME AND ADDRESS AND PRESENT PRINCIPAL OCCUPATION CITIZENSHIP
---------------- -------------------------------- -----------
<S> <C> <C>
Barry Needler Private Investor; President and sole director of each Canada
P.O. Box 2463, Station B of the Reporting Companies.
Richmond Hill, Ontario L4E 1A5
Louise Needler Treasurer of Steeplechase and Vice President of Canada
P.O. Box 2463, Station B Fairway.
Richmond Hill, Ontario L4E 1A5
John W. Macdonald Partner in law firm of Macdonald- Porter- Drees; Canada
Macdonald-Porter-Drees Secretary of each of the Reporting Companies.
65 Queen Street West
17th Floor
Toronto, Ontario MSH 2M5
</TABLE>
Page 10 of 11 Pages
<PAGE> 11
EXHIBIT A (CONT'D)
DIRECTORS AND EXECUTIVE OFFICERS
OF
RELDEEN
<TABLE>
<CAPTION>
RELATIONSHIP WITH RELDEEN
NAME AND ADDRESS AND PRESENT PRINCIPAL OCCUPATION CITIZENSHIP
----------------- -------------------------------- -----------
<S> <C> <C>
Barry Needler Private Investor; President and sole director of each Canada
P.O. Box 2463, Station B of the Reporting Companies.
Richmond Hill, Ontario L4E 1A5
Dorothy I. Needler Vice President of Reldeen. Canada
P.O. Box 2463, Station B
Richmond Hill, Ontario L4E 1A5
John W. Macdonald Partner in law firm of Macdonald- Porter- Drees; Canada
Macdonald-Porter-Drees Secretary of each of the Reporting Companies.
65 Queen Street West
17th Floor
Toronto, Ontario MSH 2M5
</TABLE>
Page 11 of 11 Pages
